Supatcha Resources (SAEI) 10-Q/A 2010 Q1 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2009

¨  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to______.

SUPATCHA RESOURCES INC.

(Exact name of registrant as specified in Charter)

Nevada	333-153293	98-0593835
(State or other jurisdiction of	(Commission File No.)	(IRS Employee Identification No.)
incorporation or organization)		`

80 S. Court Street

Thunder Bay, Ontario

Canada P7B 2X4

(Address of Principal Executive Offices)

(807) 344 - 2644

(Issuer Telephone number)

(Former Name or Former Address if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.

Yes  x   No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ¨   No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer  ¨ Accelerated Filer  ¨ Non-Accelerated Filer  ¨ Smaller Reporting Company  x

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

Yes  x  No  o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of February 13, 2010: 12,200,000 shares of Common Stock.

Explanatory Note

This Form 10-Q/A was filed with the consent of our auditors for the purpose of restating the Company’s Unaudited Financial Statements for the period ending November 30, 2009, to reflect corrections per the following items (i) to state increases in operating expenses and net losses for the period, (ii) to state increases in accounts payable and current liabilites, (iii) to state increases in additional paid in capital, accumulated deficit and total stockholder’s deficiency, and, (iv) to state changes to subsequent event related party transactions.  The preceding items are summarized in the Notes to the Unaudited Financial Statements, Note 2 – Restatement and Note 8 – Subsequent Events.  Additionally, there were changes made to Item 4T – Controls and Procedures.  All other information contained in this Form 10-Q/A is unchanged from the Form 10-Q filed on January 15, 2010.

FORM 10-Q/A

November 30, 2009

INDEX

PART I— FINANCIAL INFORMATION
Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition	3 - 5
Item 3	Quantitative and Qualitative Disclosures About Market Risk	5
Item 4T.	Control and Procedures	6
PART II— OTHER INFORMATION
Item 1	Legal Proceedings	6
Item 1A	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Submission of Matters to a Vote of Security Holders	7
Item 5.	Other Information	7
Item 6.	Exhibits and Reports on Form 8-K	7
SIGNATURES		8

1

Item 1. Financial Statements.

SUPATCHA RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED UNAUDITED FINANCIAL STATEMENTS

November 30, 2009

(STATED IN U.S. DOLLARS)

2

SUPATCHA RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONTENTS

PAGE	F-2	CONDENSED BALANCE SHEETS AS OF NOVEMBER 30, 2009 (RESTATED AND UNAUDITED) AND FEBRUARY 28, 2009
PAGE	F-3	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 30, 2009 AND 2008 (RESTATED AND UNAUDITED), FOR THE PERIOD FROM AUGUST 21, 2007 (INCEPTION) TO NOVEMBER 30, 2009 (RESTATED AND UNAUDITED)
PAGE	F-4	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY) FOR THE PERIOD FROM AUGUST 21, 2007 (INCEPTION) TO NOVEMBER 30, 2009 (RESTATED AND UNAUDITED)
PAGE	F-5	CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED NOVEMBER 30, 2009 AND 2008  (RESTATED AND UNAUDITED), FOR, FOR THE PERIOD FROM AUGUST 21, 2007 (INCEPTION) TO NOVEMBER 30, 2009 (RESTATED AND UNAUDITED)
PAGES	F-6 - F-10	NOTES TO CONDENSED RESTATED AND UNAUDITED FINANCIAL STATEMENTS

F-1

SUPATCHA RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED BALANCE SHEETS

(STATED IN U.S. DOLLARS)

	November 30,			February 28,
	2009			2009
	(UNAUDITED)
	(RESTATED)
ASSETS
CURRENT ASSETS
Cash	$	1,528		$	8,469
TOTAL ASSETS	$	1,528		$	8,469
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	19,431		$	4,169
Due to related party		6,150			1,150
TOTAL LIABILITIES		25,581			5,319
STOCKHOLDERS’ EQUITY (DEFICIENCY)
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.001 par value, 69,000,000 shares authorized, 12,200,000 shares issued and outstanding		12,200			12,200
Additional paid in capital		61,139			56,229
Accumulated deficit during exploration stage		(97,392	)		(65,279	)
Total Stockholders’ Equity (Deficiency)		(24,053	)		3,150
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)	$	1,528		$	8,469

See accompanying notes to condensed unaudited financial statements

F-2

SUPATCHA RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(STATED IN U.S. DOLLARS)

(UNAUDITED)

													For the Period
	For the Three			For the Three			For the Nine			For the Nine			From August
	Months			Months			Months			Months			21, 2007
	Ended			Ended			Ended			Ended			(Inception) to
	November 30,			November 30,			November 30,			November 30,			November 30,
	2009			2008			2009			2008			2009
	(RESTATED)						(RESTATED)						(RESTATED)
OPERATING EXPENSES
Accounting and auditing fees	$	5,175		$	9,900		$	16,920		$	20,555		$	43,675
Consulting fees		-			-			-			-			5,000
Exploration costs and expenses		-			1,500			1,300			2,336			12,636
General and administrative		1,946			1,500			5,048			4,588			12,923
Listing and filing fees		354			366			1,345			1,954			6,733
Legal fees		5,000			5,925			7,500			8,400			16,425
Total Operating Expenses		12,475			19,191			32,113			37,833			97,392
LOSS FROM OPERATIONS		(12,475	)		(19,191	)		(32,113	)		(37,833	)		(97,392	)
NET LOSS BEFORE PROVISION FOR INCOME TAXES		(12,475	)		(19,191	)		(32,113	)		(37,833	)		(97,392	)
Provision for Income Taxes		-			-			-			-			-
NET LOSS	$	(12,475	)	$	(19,191	)	$	(32,113	)	$	(37,833	)	$	(97,392	)
Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00
Weighted average number of shares outstanding during the period – basic and diluted		12,200,000			12,200,000			12,200,000			12,200,000

See accompanying notes to the condensed unaudited Financial Statements

F-3

SUPATCHA RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

FOR THE PERIOD FROM AUGUST 21, 2007 (INCEPTION) TO NOVEMBER 30, 2009

(STATED IN U.S. DOLLARS)

(UNAUDITED)

												Accumulated
									Additional			Deficit During
	Preferred Stock				Common Stock				Paid-In			Exploration
	Shares		Amount		Shares		Amount		Capital			Stage			Total
Common stock issued to founders for cash ($0.001 per share)		-	$	-		6,500,000	$	6,500	$	-		$	-		$	6,500
Common stock issued for cash ($0.01 per share)		-		-		5,700,000		5,700		51,300			-			57,000
Discount on sale of common stock		-		-		-		-		(1,071	)		-			(1,071	)
Net loss for the period from August 21, 2007 (inception) to February 29, 2008		-		-		-		-		-			(13,196	)		(13,196	)
Balance, February 29, 2008		-		-		12,200,000		12,200		50,229			(13,196	)		49,233
In-kind contribution of services		-		-		-		-		6,000			-			6,000
Net loss for the year		-		-		-		-		-			(52,083	)		(52,083	)
BALANCE, FEBRUARY 28, 2009		-		-		12,200,000		12,200		56,229			(65,279	)		3,150
In-kind contribution of Services and interest		-		-		-		-		4,910			-			4,910
Net loss for the period		-		-		-		-		-			(32,113	)		(32,113	)
BALANCE, NOVEMBER 30, 2009 (RESTATED)		-	$	-		12,200,000	$	12,200	$	61,139		$	(97,392	)	$	(24,053	)

See accompanying notes to the condensed unaudited Financial Statements.

F-4

SUPATCHA RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

(STATED IN U.S. DOLLARS)

(UNAUDITED)

							For the Period
	For the Nine						From August 21,
	Months Ended			For the Nine			2007 (Inception)
	November 30,			Months Ended			To November 30,
	2009			November 30,			2009
	(RESTATED)			2008			(RESTATED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$	(32,113	)	$	(37,833	)	$	(97,392	)
In-kind contribution of services and interest		4,910			4,500			10,910
Changes in operating activities
Prepaid expenses		-			-			-
Accounts payable and accrued expenses		15,262			2,552			19,431
Net Cash Used in Operating
Activities		(11,941	)		(30,781	)		(67,051	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Due to related party		5,000			-			6,150
Issuance of common shares		-			-			62,429
Net Cash Provided By Financing Activities		5,000			-			68,579
NET INCREASE (DECREASE) IN CASH		(6,941	)		(30,781	)		1,528
CASH AT BEGINNING OF PERIOD		8,469			53,683			-
CASH AT END OF PERIOD	$	1,528		$	22,902		$	1,528
Cash paid for interest				$	-		$	-
Cash paid for taxes				$	-		$	-

See accompanying notes to the condensed unaudited Financial Statements.

F-5

SUPATCHA RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

NOVEMBER 30, 2009

(STATED IN U.S. DOLLARS)

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Organization

Supatcha Resources Inc. (an exploration stage company) (the “Company”) was incorporated under the laws of the State of Nevada on August 21, 2007. The Company is a natural resource exploration company with an objective of acquiring, exploring and if warranted and feasible, developing natural resource properties.

(B) Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

(C) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(D) Mineral Property

Pursuant to ASC 360, , the recoverability of the acquisition costs associated with the purchase of mineral rights presumes to be insupportable prior to determining the existence of a commercially minable deposit and have to be expensed. As of November 30, 2009, the Company had expensed $12,636 related to the mineral rights acquisition and exploration costs since inception.

(E) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by ASC 260, “Earnings Per Share.” As of November 30, 2009 and November 30, 2008, there were no common share equivalents outstanding.

F-6

SUPATCHA RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

NOVEMBER 30, 2009

(STATED IN U.S. DOLLARS)

(F) Foreign Currency Translation

In accordance with ASC 830 "Foreign Currency Translation", the Company has determined that its functional currency is the United States Dollar.

(G) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(H) Income Taxes

The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(I) Cash and Cash Equivalents

Cash and cash equivalents are highly liquid investments, such as term deposits with major financial institutions, having a maturity of three months or less at acquisition, that are readily convertible to contracted amounts of cash.

NOTE 2      RESTATEMENT

On February 2, 2010, the Company determined that it had not properly accounted for various operating expenses and the related liabilities, subsequent event transactions with related parties, and failed to have its November 30, 2009 financial statements reviewed by its independent public accountant, due to a prior management change and corporate transition.  As a result of these adjustments, the Company was required to restate its financial statements and amend its 10Q for the period ended November 30, 2009.

The following table sets forth the effects of the restatement to certain line items within the Company's previously reported balance sheet:

	November 30, 2009
	As Previously						As
	Reported			Adjustments			Restated
Accounts Payable	$	9,256		$	10,175		$	19,341
Total Current Liabilities	$	15,406		$	10,175		$	25,581
Additional paid in capital	$	59,229		$	1,910		$	61,139
Accumulated deficit during the exploration stage	$	(85,307	)	$	(12,084	)	$	(97,392	)
Total Stockholder's Equity (Deficiency)	$	(13,878)		$	(10,175	)	$	(24,053	)

F-7

SUPATCHA RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

NOVEMBER 30, 2009

(STATED IN U.S. DOLLARS)

The following table sets forth the effects of the restatement to certain line items within the Company’s previously reported statement of operations:

	For the Three Months Ended November 30, 2009									For the Nine Months Ended November 30, 2009
	As									As
	Previously Reported			Adjustments			As Restated			Previously Reported			Adjustments			As Restated
Total Operating Expenses	$	390		$	12,085		$	12,475		$	20,028		$	12,085		$	32,113
Net Loss From Operations	$	(390	)	$	(12,085	)	$	(12,475	)	$	(20,028	)	$	(12,085	)		(32,113	)
Net Loss	$	(390	)	$	(12,085	)	$	(12,475	)		(20,028	)	$	(12,085	)	$	(32,113	)
Net Loss – Basic and Diluted	$	(0.00	)				$	(0.00	)	$	(0.00	)				$	(0.00	)

	For the Period from
	August 21, 2007 (Inception)
	to November 30, 2009
	As
	Previously Reported			Adjustments			As Restated
Total Operating Expenses	$	85,307		$	12,085		$	97,392
Net Loss From Operations	$	(85,307	)	$	(12,085	)	$	(97,392	)
Net Loss	$	(85,307	)	$	(12,085	)	$	(97,392	)
Net Loss – Basic and Diluted	$	(0.00	)				$	(0.00	)

F-8

SUPATCHA RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

NOVEMBER 30, 2009

(STATED IN U.S. DOLLARS)

NOTE 3                       MINERAL PROPERTY

Bonanza Property

Pursuant to a mineral property purchase and sale agreement dated October 22, 2007, the Company acquired a 100% interest in the 9 Units Mineral Claim, known as the Bonanza Mineral Claim, located in the Greenwood Mining Division of British Columbia, Canada, for a purchase price of $6,500. As of November 30, 2009, the Company incurred $12,636 of exploration expenditures since inception. Pursuant to ASC 360, the recoverability of the acquisition costs associated with the purchase of mineral rights presumes to be insupportable prior to determining the existence of a commercially minable deposit and have to be expensed.

NOTE 4                       STOCKHOLDERS’ EQUITY (DEFICIENCY)

On October 15, 2007, the Company issued 6,500,000 shares of common stock at par value to its founders for cash of $6,500 ($0.001 par value per share).

On December 12, 2007, the Company issued 5,700,000 shares of common stock for cash of $57,000. The discount of $1,071 on sale of shares was recognized due to currency rate fluctuations.

As of November 30, 2009, the Company’s President contributed rent, administrative expenses and interest expense with a fair value of $10,910 to the Company since inception (See Note 5).

NOTE 5                       RELATED PARTY

As of November 30, 2009, the Company’s President paid expenditures of $1,150 on behalf of the Company since inception. This amount is unsecured, bears no interest and is due on demand.

As of November 30, 2009, the Company’s President contributed rent, administrative expenses and interest expense with a fair value of $10,910 to the Company since inception (See Note 4).

During the nine months ended November 30, 2009 the Company’s President loaned the Company $5,000. This amount is unsecured, bears no interest and is due on demand.

NOTE 6                       CONCENTRATION OF CREDIT RISK

Cash includes deposits at Canadian financial institutions in US currency which is not covered by either the US FDIC limits or the Canadian CDI limits and therefore the entire cash balance of $1,528 is uninsured. The company has placed its cash in a high credit quality financial institution.

F-9

SUPATCHA RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

NOVEMBER 30, 2009

(STATED IN U.S. DOLLARS)

NOTE 7                       GOING CONCERN

The accompanying financial statements included herein have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has accumulated a deficit of $97,392 and has used cash from operations of $67,051 since inception, has yet to achieve profitable operations and further losses are anticipated in the development of its business, raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. The Company anticipates that additional funding will be in the form of equity financing from the sale of common stock. The Company may also seek to obtain short-term loans from the directors of the Company. There are no current arrangements in place for equity funding or short-term loans. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations.

NOTE 8                       SUBSEQUENT EVENTS

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through February 11, 2010, the date the financial statements were issued.

Effective December 9, 2009, there were changes to the management of the Company as follows:

Donald Axent resigned as president, chief executive officer and director, William Kosoris resigned as secretary and director, Brian Matson resigned as chief financial officer, treasurer and director.  Steve Talley, Nikolae Yagodka and Andrei B. Yasinskij were appointed directors of the company.  In addition, Steve Talley was appointed president and Nikolae Yagodka was appointed secretary and treasurer.

During the month of December, 2009, the President of the Company loaned the Company $12,000 to pay for operating expenses.  This loan is unsecured, non-interest bearing and is due on demand.

During the month of December, 2009, $1,528 was repaid to a due related party advance.

F-10

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Information and Cautionary Statements

When used in this report on Form 10-Q, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking regarding events, conditions, and financial trends that may affect the Company's future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and those actual results may differ materially from those included within the forward-looking statements as a result of various factors.

Condition and Results of Operation, and also include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or results of operations.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

Plan of Operation

We are an exploration stage company. We have not yet started operations or generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to cover our financial obligations. This is because we have not generated any revenues and no revenues are anticipated until we identify minerals worthy of exploration and begin removing and selling such minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. Our only other sources for cash at this time are loans from related parties and additional sales of common stock. Our success or failure will be determined by what additional financing we obtain and what we find under the ground.

If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not have enough money to complete our exploration of the property, we will have to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others.

Our officers and directors are unwilling to make any commitment to loan us any money except to cover expenses relating to reclamation if materialized material is not found at this time. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it, we will either have to suspend activities until we do raise the cash, or cease activities entirely. Other than as described in this paragraph, we have no other financing plans.

We own a 100% interest in one mineral claim. Even if we complete our current exploration program and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit, a reserve.

We will be conducting research in the form of exploration of the property. Our exploration program is explained in as much detail as possible in the business section of this prospectus. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until have located a reserve and we have determined it is economical to extract the minerals from the land.

We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.

If we are unable to complete any phase of exploration because we don’t have enough money, we will cease activities until we raise more money. If we can’t or don’t raise more money, we will cease activities. If we cease activities, we don’t know what we will do and we don’t have any plans to do anything.

3

We do not intend to hire additional employees at this time. All of the work on the property will be conduct by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from activities. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we conduct research and exploration of our properties before we start production of any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research and exploration phases.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

RESULTS OF OPERATIONS

Results from Operations for the three and nine months ended November 30, 2009.

As of November 30, 2009 the Company had total assets of $1,528 consisting of only cash. This represents the Company’s present and only source of liquidity.

The Company’s liabilities at November 30, 2009 totaled $25,581 consisting of $19,431 in accounts payables and accrued liabilities and $6,150 due to related party.

For the three month period ending November 30, 2009 the Company generated no revenues and has incurred operating expenses of $12,475 consisting of $5,175 in accounting and audit fees, $1,945 in general and administrative expenses, $354 in listing and filing fees and $5,000 in legal fees.

For the nine month period ending November 30, 2009 the company generated no revenues and has incurred operating expenses of $32,113 consisting of $16,920 in accounting and auditing fees, $1,300 in exploration costs and expenses, $ 5,048 in general and administrative expenses, $1,345 in listing and filing fees and 7,500 in legal fees.

Liquidity and Capital Resources

As of November 30, 2009, our total assets were $1,528 and our total liabilities were $25,581. Cash is the company’s sole asset and resource. As a result, the independent auditors of the Company have expressed substantial doubt about the Company’s ability to continue as a going concern.

Our present sources of cash are not adequate to support our operation for the next twelve months. If we are unable to raise sufficient cash to support our operation for the next twelve months, we will cease our operation as a going concern.

As of our year end date of February 28, 2009, our total assets were $8,469 and our total liabilities were $5,319.

CRITICAL ACCOUNTING POLICIES

The Company has identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management's Discussion and Analysis or Plan of Operations where such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see the Notes to the November 30, 2009 Financial Statements. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

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Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions are determining the fair value of transactions involving common stock, valuation and impairment losses on mineral property acquisitions and valuation of stock-based compensation.

Cash and Cash Equivalents

Cash and cash equivalents are highly liquid investments, such as term deposits with major financial institutions, having a maturity of three months or less at acquisition, that are readily convertible to contracted amounts of cash.

Mineral Property

Pursuant to ASC 360, the recoverability of the acquisition costs associated with the purchase of mineral rights presumes to be insupportable prior to determining the existence of a commercially minable deposit and have to be expensed. As of November 30, 2009, the Company had expensed $12,636 related to the mineral rights acquisition and exploration costs since inception.

Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by ASC 260, “Earnings Per Share.” As of November 30, 2009 and November 30, 2008, there were no common share equivalents outstanding.

Income Taxes

The Company accounts for income taxes under ASC 740, “Accounting for Income Taxes” Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Foreign Currency Translation

In accordance with ASC 830 "Foreign Currency Translation", the Company has determined that its functional currency is the United States Dollar.

Business Segments

The Company operates in one segment and therefore segment information is not presented.

Off - -Balance Sheet Arguments

We have no off-balance sheet arguments.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for Smaller Reporting Companies.

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Item 4T. Controls and Procedures

a) Evaluation of Disclosure Controls. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company needed to change its disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting.  Subsequent to the Company’s review of its internal controls, there have been communication protocols, report preparation event schedules and reviews procedures established for the Company’s financial and corporate management to engage effectively with the Company’s independent auditor, well in advance of future financial reporting deadlines.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

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Item 1A. Risk Factors.

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None

Item 6. Exhibits and Reports of Form 8-K.

(a) Exhibits

31.1	Section 302 Certification - CEO
31.2	Section 302 Certification - CFO
32.1	Section 906 Certification - CEO
32.2	Section 906 Certification - CFO

(b) Reports of Form 8-K

On December 21, 2009, the Company filed on Form 8-K, under Item 5.02, Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 4, 2010, the Company filed on Form 8-K, under Item 4.02, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SUPATCHA RESOURCES INC.
Date:  February 13, 2010	By:	/s/ STEVE TALLEY
		Steve Talley
		President, Principal Executive
		Officer and Director
	By:	/s/ NIKOLAE YAGODKA
		Nikolae Yagodka
		Secretary, Treasurer, Principal Financial
		Officer, Principal Accounting
		Officer and Director

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